<page>
united states
securities and exchange commission
washington, d.c. 20549
form n-csr
certified shareholder report of registered management
investment companies
Investment Company Act file number 811-08897
Sparrow Funds
(Exact name of registrant as specified in charter)
225 South Meramec Avenue, Suite 732 Tower, St. Louis, Missouri 63105
(Address of principal executive offices) (Zip code)
Unified Fund Services 431 North Pennsylvania Street, Indianapolis, Indiana 46204
(Name and address of agent for service)
Registrant's telephone number, including area code: 888-727-3301
Date of fiscal year end: 8/31
Date of reporting period: 2/28/2003
Form N-CSR is to be used by management investment companies to file reports
with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders
under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
The Commission may use the information provided on Form N-CSR in its regulatory,
disclosure review, inspection and policymaking roles.
A registrant is required to disclose the information specified by Form
N-CSR, and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. 3507.
<page>
Item 1. Reports to Stockholders.
Sparrow Growth Fund
Schedule of Investments
February 28, 2003 (Unaudited)
<table>
<s> <c> <c>
Common Stocks - 97.20% Shares Value
Aircraft Engines & Engine Parts - 2.20%
United Technologies Corp. $1,600 93,728
-----------------
Beverages - 2.18%
Pepsi Bottling Group, Inc. 4,000 93,000
-----------------
Cable & Other Pay Television Services - 2.47%
EchoStar Communications Corp. (a) 4,000 105,320
-----------------
Computer Communication Equipment - 5.73%
Cisco Systems, Inc. (a) 17,500 244,650
-----------------
Computer Storage Devices - 2.08%
EMC Corp. (a) 12,000 88,680
-----------------
Crude Petroleum & Natural Gas - 3.75%
Apache Corp. 1,600 104,448
Burlington Resources, Inc. 1,200 55,620
-----------------
160,068
-----------------
Electronic & Other Electrical Equipment (No Computer Equipment) - 2.31%
General Electric Co. 4,100 98,605
-----------------
Electronic Components & Accessories - 2.13%
Mercury Computer Systems, Inc. (a) 3,000 90,900
-----------------
Electronic Computers - 6.76%
Dell Computer Corp. (a) 10,700 288,472
-----------------
Federal & Federally - Sponsored Credit Agencies - 2.25%
Fannie Mae 1,500 96,150
-----------------
Finance Services - 2.19%
First Data Corp. 2,700 93,555
-----------------
Food & Kindred Products - 1.87%
Kraft Foods, Inc. 2,700 79,947
-----------------
Gas & Other Services Combined - 2.23%
Sempra Energy Corp. 4,100 95,120
-----------------
Gold & Silver Ores - 2.18%
Newmont Mining Corp. 3,400 92,922
-----------------
</table>
<page>
Sparrow Growth Fund
Schedule of Investments - continued
February 28, 2003 (Unaudited)
<table>
<s> <c> <c>
Common Stocks - 97.18% - continued Shares Value
Hospital & Medical Service Plans - 2.67%
Aetna, Inc. 2,700 113,724
-----------------
Motor Vehicles & Passenger Car Bodies - 1.96%
General Motors Corp. 2,480 83,750
-----------------
National Commercial Banks - 3.56%
Commerce Bancorp, Inc. 1,300 53,716
Marshall & Ilsley Corp. 3,700 98,309
-----------------
152,025
-----------------
Oil Royalty Traders - 2.30%
Williams Coal Seam Gas Royalty Trust 9,200 98,072
-----------------
Petroleum Refining - 2.46%
Marathon Oil Corp. 4,550 105,059
-----------------
Pharmaceutical Preparations - 1.33%
American Pharmaceutical Partners, Inc. (a) 3,100 56,730
-----------------
Plastics Products - 2.39%
Jarden Corp. (a) 3,800 101,878
-----------------
Printed Circuit Boards - 1.23%
Benchmark Electronics, Inc. (a) 1,500 52,260
-----------------
Radio & Tv Broadcasting & Communications Equipment - 2.19%
QUALCOMM, Inc. (a) 2,700 93,366
-----------------
Retail - Auto & Home Supply Stores - 3.39%
AutoZone, Inc. (a) 2,200 144,760
-----------------
Retail - Catalog & Mail - Order Houses - 1.34%
Amazon.com, Inc. (a) 2,600 57,226
-----------------
Savings Institutions, Not Federally Chartered - 2.37%
Washington Mutual, Inc. 2,930 101,173
-----------------
Security Brokers, Dealers & Flotation Companies - 2.05%
Lehman Brothers Holdings, Inc. 1,580 87,485
-----------------
Semiconductors & Related Devices - 1.23%
OSI Systems, Inc. (a) 3,100 52,700
-----------------
</table>
<page>
Sparrow Growth Fund
Schedule of Investments - continued
February 28, 2003 (Unaudited)
<table>
<s> <c> <c>
Common Stocks - 97.18% - continued Shares Value
Services - Business Services - 2.48%
eBAY, Inc. (a) 1,350 105,867
-----------------
Services - Computer Integrated Systems Design - 2.59%
Yahoo, Inc. 5,300 110,505
-----------------
Services - Computer Programming Services - 1.12%
webMethods, Inc. (a) 4,450 47,971
-----------------
Services - Motion Picture & Video Tape Production - 4.01%
Fox Entertainment Group, Inc. - Class A (a) 6,400 171,072
-----------------
Services - Prepackaged Software - 4.50%
Macromedia, Inc. (a) 6,800 107,712
Mercury Interactive Corp. (a) 2,600 84,370
-----------------
192,082
-----------------
Services-Business Services, NEC - 1.81%
NetScreen Technologies, Inc. (a) 3,950 77,143
-----------------
Telephone & Telegraph Apparatus - 1.90%
CIENA Corp. (a) 15,000 81,300
-----------------
Telephone Communications (No Radiotelephone) - 2.25%
PT Telekomunikasi Indonesia (a) (b) 12,000 96,000
-----------------
Textiles & Apparel - 2.61%
Nike, Inc. - Class B 2,400 111,288
-----------------
Wholesale - Groceries & Related Products - 3.15%
Sysco Corp. 4,950 134,244
-----------------
TOTAL COMMON STOCKS (Cost $4,130,906) 4,148,797
-----------------
TOTAL INVESTMENTS (Cost $4,130,906) - 97.18% $4,148,797
-----------------
Other assets less liabilities - 2.82% 120,371
-----------------
TOTAL NET ASSETS - 100.00% $4,269,168
=================
</table>
(a) Non-income producing.
(b) American Depository Receipt.
<page>
Sparrow Growth Fund
Statement of Assets and Liabilities
February 28, 2003 (Unaudited)
<table>
<s> <c>
Assets
Investments in securities, at value (cost $4,130,906) $4,148,797
Interest receivable 11
Dividends receivable 4,050
Receivable for investments sold 276,418
Other receivables 662
---------------------
Total assets 4,429,938
---------------------
Liabilities
Payable to custodian 153,161
Accrued advisory fees 5,457
Accrued 12b-1 fees 2,152
---------------------
Total liabilities 160,770
---------------------
Net Assets $4,269,168
=====================
Net Assets consist of:
Paid in capital 6,579,775
Accumulated net investment income (loss) (20,719)
Accumulated net realized gain (loss) on investments (2,307,779)
Net unrealized appreciation (depreciation) on investments 17,891
Net Assets $4,269,168
=====================
Net Asset Value
Class A:
Net asset value and redemption price per share ( $4,068,499 / 462,028) $8.81
=====================
Maximum offering price per Class A share ($8.81 / 94.25%) $9.35
=====================
Class C:
Net asset value and offering price per share ($200,669 / 23,158) $8.67
=====================
Minimum redemption price per Class C share ($8.67 * 99.0%) $8.58
=====================
</table>
<page>
Sparrow Growth Fund
Statement of Operations
Six months ended February 28, 2003 (Unaudited)
<table>
<s> <c>
Investment Income
Dividend income $30,784
Interest income 845
-----------------
Total Income 31,629
-----------------
Expenses
Investment advisor fee 39,973
12b-1 fee (Class A - $10,467; Class C - $1,908) 12,375
-----------------
Total Expenses 52,348
-----------------
Net Investment Income (Loss) (20,719)
-----------------
Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities (242,740)
Change in net unrealized appreciation (depreciation)
on investment securities (567,192)
-----------------
Net realized and unrealized gain (loss) on investment securities (809,932)
-----------------
Net increase (decrease) in net assets resulting from operations
($830,651)
=================
</table>
Sparrow Growth Fund
Statement of Changes In Net Assets
<table>
<s> <c> <c>
Period ended
Feb. 28, 2003 Year ended
Increase (Decrease) in Net Assets (Unaudited) Aug. 31, 2002
----------------- -----------------
Operations
Net investment income (loss) ($20,719) ($47,874)
Net realized gain (loss) on investment securities (242,740) (1,010,188)
Change in net unrealized appreciation (depreciation) (567,192) 445,777
----------------- -----------------
Net increase (decrease) in net assets resulting from operations (830,651) (612,285)
----------------- -----------------
Capital Share Transactions
Proceeds from shares sold
Class A 478,303 959,977
Class C 102,920 166,594
Amount paid for shares repurchased
Class A (309,795) (2,185,322)
Class C (243,070) (41,501)
----------------- -----------------
Net increase (decrease) in net assets resulting
from share transactions 28,358 (1,100,252)
----------------- -----------------
Total Increase (Decrease) in Net Assets (802,293) (1,712,537)
----------------- -----------------
Net Assets
Beginning of period 5,071,461 6,783,998
----------------- -----------------
End of period [including accumulated net
investment income (loss) of $(20,719)] $4,269,168 $5,071,461
================= =================
Capital Share Transactions - A Shares
Shares sold 51,215 87,140
Shares repurchased (35,192) (205,485)
----------------- -----------------
Net increase (decrease) from capital transactions 16,023 (118,345)
================= =================
Capital Share Transactions - C Shares
Shares sold 9,512 15,467
Shares repurchased (25,752) (3,805)
----------------- -----------------
Net increase (decrease) from capital transactions (16,240) 11,662
================= =================
</table>
<page>
Sparrow Growth Fund - Class A
Financial Highlights
<table>
<s> <c> <c> <c> <c> <c>
Six months ended Year ended Year ended Year ended Period ended
Feb. 28, 2003 August 31, August 31, August 31, August31,
(Unaudited) 2002 2001 2000 1999 (a)
-------------------- ------------ -------------- -------------- ---------------
Selected Per Share Data
Net asset value, beginning of period $ 10.46 $ 11.46 $ 17.94 $ 13.38 $ 10.00
-------------------- ------------ -------------- -------------- ---------------
Income from investment operations
Net investment income (loss) (0.47) (0.09) (0.18) (0.30) (0.13)
Net realized and unrealized gain (loss) (1.18) (0.91) (6.28) 4.86 3.51
-------------------- ------------ -------------- ------------ ---------------
Total from investment operations (1.65) (1.00) (6.46) 4.56 3.38
-------------------- ------------ -------------- -------------- ---------------
Less Distributions to shareholders:
From net investment income 0.00 0.00 0.00 0.00 0.00
From net realized gain 0.00 0.00 (0.02) 0.00 0.00
------------------- ------------ -------------- -------------- ---------------
Total distributions 0.00 0.00 (0.02) 0.00 0.00
-------------------- ------------ -------------- -------------- ---------------
Net asset value, end of period $ 8.81 $ 10.46 $ 11.46 $ 17.94 $ 13.38
==================== ============ ============== ============== ===============
Total Return (20.63)(b) (8.73)% (36.03)% 34.08% 33.80% (b)
Ratios and Supplemental Data
Net assets, end of period (000) $ 4,068 $ 4,666 $6,468 $8,646 $5,319
Ratio of expenses to average net assets 2.25% (c) 2.21% 2.31% 2.50% 2.50% (c)
Ratio of net investment income to
average net assets (0.91)(c) (0.81)% (1.31)% (2.00)% (1.03)(c)
Portfolio turnover rate 99.81% 218.18% 144.44% 117.57% 166.41%
</table>
(a) For the period October 4, 1998 (commencement of operations) through August
31, 1999.
(b) For periods of less than a full year, total return is not annualized. (c)
Annualized
<page>
Sparrow Growth Fund - Class C
Financial Highlights
<table>
<s> <c> <c> <c>
Six months ended Year ended Period ended
Feb. 28, 2003 August31, August 31,
(Unaudited) 2002 2001 (a)
----------------- -------------- --------------
Selected Per Share Data
Net asset value, beginning of period $10.30 $11.40 $15.40
----------------- -------------- --------------
Income from investment operations
Net investment income (loss) (0.86) (0.10) (0.17)
Net realized and unrealized gain (loss) (0.77) (1.00) (3.83)
---------------- -------------- ---------------
Total from investment operations (1.63) (1.10) (4.00)
)
---------------- -------------- ---------------
Less Distributions to shareholders:
From net investment income 0.00 0.00 0.00
From net realized gain 0.00 0.00 0.00
---------------- -------------- ---------------
Total distributions 0.00 0.00 0.00
---------------- -------------- ---------------
Net asset value, end of period $8.67 $10.30 $11.40
================ ============== ===============
Total Return (16.67)%(b) (9.65)% (25.97)%(b)
Ratios and Supplemental Data
Net assets, end of period (000) $201 $406 $316
Ratio of expenses to average net assets 2.75%(c) 2.75% 2.72%(c)
Ratio of net investment income to
average net assets (0.91)%(c) 0.98)% (1.66)%(c)
Portfolio turnover rate 99.81% 218.18% 144.44%
</table>
(a) For the period November 9, 2000 (commencement of operations) through August
31, 2001.
(b) For periods of less than a full year, total return is not annualized. (c)
Annualized
<page>
Sparrow Growth Fund
Notes to Financial Statements
February 28, 2003 (Unaudited)
NOTE 1. ORGANIZATION
The Sparrow Growth Fund (the "Fund") was organized as a series of Sparrow
Funds (the Trust) on July 14, 1998 and commenced operations on October 4, 1998.
The Trust is an open-end investment company established under the laws of Ohio
by an Agreement and Declaration of Trust dated July 14, 1998 (the Trust
Agreement). The Fund's investment objective is to provide long-term capital
appreciation. The Trust Agreement permits the Board of Trustees (the Board) to
issue an unlimited number of shares of beneficial interest of separate series
without par value. The Board has authorized two classes of shares: Class A
shares and Class C shares. Each class is subject to different expenses and a
different sales charge structure. The investment advisor to the Fund is Sparrow
Capital Management, Inc. (the Advisor).
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements. These policies are in
conformity with generally accepted accounting principles.
Securities Valuations - Securities that are traded on any exchange or on
the NASDAQ over-the-counter market are valued at the last quoted sale price.
Lacking a last sale price, a security is valued at the mean of the last bid and
asked prices except when, in the opinion of the Fund's Advisor, the last bid
price does not accurately reflect the current value of the security. All other
securities for which over-the-counter market quotations are readily available
are valued at their last bid price. When market quotations are not readily
available, when the Advisor determines the last bid price does not accurately
reflect the current value or when restricted securities are being valued, such
securities are valued as determined in good faith by the Advisor, subject to
review of the Board.
Federal Income Taxes - The Fund intends to continue to qualify each year as
a regulated investment company" under the Internal Revenue Code of 1986, as
amended. By so qualifying, the Fund will not be subject to federal income taxes
to the extent that it distributes substantially all of its net investment income
and any realized capital gains. For federal income tax purposes, dividends paid
by the Fund from ordinary income are taxable to shareholders as ordinary income,
but may be eligible in part for the dividends received deductions for
corporations. Pursuant to the Tax Reform Act of 1986 (the Tax Reform Act), all
distributions of net short-term capital gains to individuals are taxed at the
same rate as ordinary income. Net realized gains or losses may differ for
financial and tax reporting purposes for the Fund primarily as a result of
losses from wash sales, which are not recognized for tax purposes until the
corresponding shares are sold.
Dividends and Distributions - The Fund intends to distribute substantially
all of its net investment income as dividends to its shareholders on an annual
basis. The Fund intends to distribute its net long-term capital gains and its
net short-term capital gains at least once a year.
Income dividends and capital gain distributions are automatically
reinvested in additional shares at net asset value per share on the distribution
date, unless the shareholder has elected to receive payment in cash.
Securities Transactions and Investment Income - Security transactions are
recorded on a trade date basis. The cost of securities sold is determined using
the first-in-first-out method. Interest income is recorded on the accrual basis
and dividend income is recorded on the ex-dividend date. Discounts and premiums
on securities purchased are amortized over the life of the respective
securities.
Contingent Deferred Sales Charges - With respect to Class A Shares, there
is no initial sales charge on purchases of $1 million or more, or purchases by
qualified retirement plans with at least 200 eligible employees; however, a
contingent deferred sales charge (CDSC) of 1%, based on the lower of the shares'
cost or current net asset value (NAV), will be imposed on such purchases if the
shares are redeemed within eighteen months of purchase. With respect to Class C
Shares, there is no initial sales charge, however, Class
<page>
Sparrow Growth Fund
Notes to Financial Statements
February 28, 2003 (Unaudited) - continued
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued
C Shares are subject to a CDSC of 1.00% based on the lower of the shares' cost
or current NAV, if the shares are redeemed within one year of purchase. Any
shares acquired by reinvestment of distributions will be redeemed without a
CDSC. In determining whether a CDSC is payable, the Fund will first redeem
shares not subject to any CDSC.
NOTE 3. AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund retains Sparrow Capital Management, Inc. to manage the Fund's
investments. The Advisor is an independent investment counselor and registered
investment advisor which, together with its affiliated minority-owned investment
management firm, Buford, Dickson, Harper & Sparrow, Inc., has over $115 million
of core momentum growth stock assets under management. Clients primarily include
high net worth individuals and families, but also include a number of
institutional clients such as pension funds. The firm was founded in 1988 and is
100% owned by the President and founder, Gerald R. Sparrow. The sole investment
focus of the firm is core momentum growth stocks" (as defined in Principal
Strategies in the Fund's Prospectus). The investment decisions of the Fund are
made by the Advisor's investment committee, which is primarily responsible for
the day-to-day management of the Fund's portfolio. Mr. Sparrow, an officer of
the Advisor, is also a trustee of the Fund.
Under the terms of the management agreement (the "Agreement"), the Advisor
manages the Fund's investments and pays all of the operating expenses of the
Fund except brokerage fees and commissions, taxes, borrowing costs (such as
interest and dividend expenses on securities sold short), Rule 12b-1
distribution expenses, fees and expenses of the non-interested person trustees
and extraordinary expenses. It should be noted that most investment companies
pay their own operating expenses directly, while the Fund's expenses, except
those specified above, are paid by the Advisor. As compensation for its
management services and agreement to pay the Fund's expenses, the Fund is
obligated to pay the Advisor a fee computed and accrued daily and paid monthly
at an annual rate of 1.75% of the average daily net assets of Class A shares and
1.75% of the average daily net assets of Class C shares. The Advisor may waive
all or part of its fee, at any time, and at its sole discretion, but such action
shall not obligate the Advisor to waive any fees in the future. For the six
months ended February 28, 2003 the Advisor received a fee of $39,973 from the
Fund.
The Fund retains Unified Fund Services, Inc. (Unified) to manage the Fund's
business affairs and provide the Fund with administrative, transfer agency, and
fund accounting services, including all regulatory reporting and necessary
office equipment, personnel and facilities. The Fund retains Unified Financial
Securities, Inc. (the Distributor) to act as the principal distributor of the
Fund's shares. The services of the administrator, transfer agent, fund
accountant, and Distributor are operating expenses paid by the Advisor.
The Fund has adopted Plans pursuant to Rule 12b-1 under the Investment
Company Act of 1940 with regard to Class A shares and Class C shares. Under the
Class A Plan, the Fund is authorized to incur distribution expenses at maximum
annual rate of 0.50% of the average daily net assets of the Fund for Class A
shares. The expenses may include, but are not limited to, the following: (a)
payments to securities dealers and others that are engaged in the sale of
shares, that may be advising shareholders of the Trust regarding the purchase of
Fund shares, that hold shares of the Fund in omnibus accounts or as shareholders
of record, or provide shareholder support or administrative services; (b) costs
of preparing, printing and distributing prospectuses and statements of
additional information and reports of the Fund for recipients other than
existing shareholders of the Fund; (c) costs of formulating and implementing
marketing and promotional activities; (d) costs of preparing, printing and
distributing sales literature; and (e) costs of implementing and operating the
Distribution Plans. The Adviser receives 0.50% of Class A shares and 0.75% of
Class C shares for the distribution services described above. The remaining
0.25% of Class C shares is paid by the adviser to various financial or
processing organizations for providing shareholder services. The Plans are
<page>
Sparrow Growth Fund
Notes to Financial Statements
February 28, 2003 (Unaudited) - continued
NOTE 3. AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES - continued
designed to promote the sale of shares of the Fund. For the six months ended
February 28, 2003, Class A incurred 12b-1 expenses of $10,467 and Class C
incurred 12b-1 expenses of $1,908.
NOTE 4. INVESTMENT TRANSACTIONS
For the six months ended February 28, 2003, purchases and sales of
investment securities, other than short-term investments, aggregated $639,120
and $739,761, respectively. As of February 28, 2003, the gross unrealized
appreciation for all securities totaled $223,625 and the gross unrealized
depreciation for all securities totaled $205,734 for a net unrealized
appreciation of $17,891. The aggregate cost of securities for federal income tax
purposes at February 28, 2003 was $4,130,906.
NOTE 5. ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 6. RELATED PARTY TRANSACTIONS
The beneficial ownership, either directly or indirectly, of more than 25%
of the voting securities of a fund (or class) creates a presumption of control
of the fund (or class), under Section 2(a)(9) of the Investment Company Act of
1940. As of February 28, 2003, Stifel Nicolaus & Co. Inc. held for the benefit
of others, 43.5% of the Class C shares of the Fund.
The Advisor, the Distributor and Sun Security Bank (the Bank) have entered
into an agreement whereby contingent deferred sales commissions received by the
Distributor are paid to the Bank. For the six months ended February 28, 2003 the
Distributor paid contingent deferred sales commissions of $1,386 to the Bank.
The Advisor has reimbursed the Fund for this amount.
<page>
Item 2. Code of Ethics. Not applicable to Semi-Annual Reports.
Item 3. Audit Committee Financial Expert. Not applicable to Semi-Annual Reports.
Items 4-8. Reserved
Item 9. Controls and Procedures. Not applicable to Semi-Annual Reports for
the period ended February 28, 2003.
Item 10. Exhibits. Certifications required by Item 10(b) of Form N-CSR are
filed herewith.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant
intends to satisfy the Item 2 requirements through filing of an
exhibit.
(b) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2
under the Act (17 CFR 270.30a-2).]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Sparrow Funds
By (Signature and Title)
* /s/ Gerry Sparrow
[Gerry Sparrow, President]
Date 04/15/2003
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)
* /s/ Gerry Sparrow
Gerry Sparrow, President
Date 04/15/2003
By (Signature and Title)
* /s/ Gerry Sparrow
Gerry Sparrow, Chief Financial Officer
Date 04/15/2003